Publication and Posting of Scheme Document
14/08/2023 07:00
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RNS Number : 1295J Lookers PLC 14 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 August 2023
RECOMMENDED CASH OFFER
for
LOOKERS PLC
by
GLOBAL AUTO HOLDINGS LIMITED
(to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006)
Publication and Posting of Scheme Document
On 20 June 2023, the Boards of Bidco and Lookers announced that they had
reached agreement on the terms of a recommended all cash offer pursuant to
which Bidco would acquire the entire issued and to be issued share capital of
Lookers (the "Announcement"). It was intended that the offer detailed therein
(the "Original Offer") was to be effected by means of a Court-sanctioned
scheme of arrangement of Lookers under Part 26 of the Companies Act (the
"First Scheme").
On 29 June 2023, the Company published and posted a circular to the Lookers
Shareholders (the "First Scheme Document"), which set out, amongst other
things, the background to, the terms of, and the Lookers Directors' reasons
for recommending, the Original Offer. The First Scheme Document also
contained, amongst other things, the First Scheme and notices of the Original
Court Meeting and the Original General Meeting, which were intended to take
place on 27 July 2023.
On 20 July 2023, it was announced that Cinch Holdco UK Limited ("Cinch")
intended to vote against the Original Offer.
On 27 July 2023, the Boards of Bidco and Lookers subsequently announced they
had reached agreement on the terms of an increased recommended cash offer by
Bidco to acquire the entire issued, and to be issued, share capital of Lookers
at an increased price of 130 pence per Scheme Share (being the Offer Price).
Bidco further announced that, with the consent of the Panel and Lookers, the
offer would be implemented by way of a recommended takeover offer (as defined
in section 974 of the Companies Act 2006). The Original Court Meeting and the
Original General Meeting were indefinitely adjourned not to be rescheduled.
On 2 August 2023, Bidco announced that it had received an irrevocable
undertaking from Cinch to accept or procure the acceptance of such offer (or,
in the event Bidco elects to implement the offer by way of a Scheme, vote (or
procure votes) in favour of the Scheme) in respect of 74,497,869 Lookers
Shares, representing approximately 19.5 per cent of the issued share capital
of Lookers as at the close of business on 1 August 2023.
On 4 August 2023, Bidco announced that, with the consent of Lookers and the
Panel, such offer would be implemented by means of a new Court-sanctioned
scheme of arrangement of Lookers under Part 26 of the Companies Act (the
"Scheme").
The boards of directors of Bidco and Lookers are pleased to announce that the
circular in relation to the Scheme (the "Scheme Document") setting out,
amongst other things, a letter from the Interim Chair of Lookers, the full
terms and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of principal
events, notices convening the Court Meeting and the General Meeting and
details of the actions to be taken by Lookers Shareholders, will be made
available today (subject to certain restrictions relating to persons in
Restricted Jurisdictions) at
https://www.lookersplc.com/investors/recommended-proposed-offer/
(https://www.lookersplc.com/investors/recommended-proposed-offer/) and at
https://globalautoholdings.com/ (https://globalautoholdings.com/) .
Lookers Shareholders will receive the Scheme Document, together with the
related Forms of Proxy, in accordance with the notice provisions in the
articles of association of the Company. The Scheme Document will also be made
available, for information only, to Lookers Share Scheme Participants and,
persons with information rights. Copies of the Scheme Document have been
submitted to the National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Action to be taken
As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, the approval of a majority in number
of those Scheme Shareholders present and voting at the Court Meeting in person
or by proxy, representing at least 75 per cent. in value, of the Scheme Shares
held by such Scheme Shareholders.
Notices convening the Court Meeting for 3.30 p.m. on 5 September 2023 and the
General Meeting for 3.45 p.m. on 5 September 2023 (or as soon thereafter as
the Court Meeting has concluded or been adjourned) to be held at the offices
of Eversheds Sutherland (International) LLP, Two New Bailey, 6 Stanley Street,
Salford, M3 5GS are set out in the Scheme Document.
Scheme Shareholders and Lookers Shareholders are strongly encouraged to submit
proxy appointments and instructions for the Court Meeting and the General
Meeting as soon as possible, using any of the methods (by post, online or
electronically through CREST) set out in the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders. Therefore, Scheme
Shareholders are strongly encouraged to sign and return their Forms of Proxy
in accordance with the instructions thereon, or to appoint a proxy through
CREST, online or electronically, as soon as possible.
The Board of Lookers recognises the turnover in Lookers' share register during
the offer period and encourages all shareholders to exercise their voting
rights at the shareholder meetings.
Recommendation
The Lookers Directors, who have been so advised by Numis and Peel Hunt as to
the financial terms of the Offer, consider the terms of the Offer to be fair
and reasonable. In providing their advice to the Lookers Directors, Numis and
Peel Hunt have taken into account the commercial assessments of the Lookers
Directors. Numis and Peel Hunt are providing independent financial advice
to the Lookers Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Lookers Directors recommend unanimously that Lookers
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting, as the Lookers Directors have irrevocably
undertaken to do in respect of their own entire beneficial holdings and their
connected persons of 753,143 Lookers Shares, in aggregate, representing
approximately 0.2 per cent. of the issued share capital of Lookers as at the
Last Practicable Date.
Timetable
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also outlined below. If any of the dates
and/or times in this expected timetable change, the revised dates and/or times
will be notified to Lookers Shareholders by announcement through a Regulatory
Information Service and by posting notice of these dates on the following
website: https://www.lookersplc.com (https://www.lookersplc.com)
Event Expected time and/or date
Date of the Scheme Document 12 August 2023
Latest time for lodging Forms of Proxy for:
- Court Meeting (BLUE form) 3.30 p.m. on 1 September 2023((1))
- General Meeting (YELLOW form) 3.45 p.m. on 1 September 2023((1))
Voting Record Time 6.00 p.m. on 1 September 2023((2))
Court Meeting 3.30 p.m. on 5 September 2023
General Meeting 3.45 p.m. on 5 September 2023((3))
The following dates are indicative only and subject to change((4))
Court Hearing (to sanction the Scheme) A date expected to fall in late Q3 / early Q4 2023 ("T")
Last day of dealings in, and for registration of transfers of, and disablement T + 1 Business Day
in CREST of, Lookers Shares
Scheme Record Time 6.00 p.m. on T + 1 Business Day
Dealings in Lookers Shares on the London Stock Exchange suspended 7.30 a.m. on T + 2 Business Days
Effective Date of the Scheme T + 2 Business Days((6))
Delisting of Lookers Shares at 7.00 a.m. on T + 3 Business Days
Latest date for dispatch of cheques and crediting of CREST stock accounts for within 14 days after the Effective Date
Offer consideration due under the Scheme
Long Stop Date 31 December 2023((7))
The Court Meeting and the General Meeting will both be held at the offices of
Eversheds Sutherland (International) LLP, Two New Bailey, 6 Stanley Street,
Salford, M3 5GS on 5 September 2023.
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
not later than 48 hours before the time appointed for the Court Meeting,
excluding any part of a day that is not a working day. BLUE Forms of Proxy not
so lodged may be handed to the Chair of the Court Meeting or Link Group on
behalf of the Chair of the Court Meeting before the start of the Court
Meeting. YELLOW Forms of Proxy for the General Meeting must be lodged not
later than 48 hours before the time appointed for the General Meeting,
excluding any part of a day that is not a working day. YELLOW Forms of Proxy
for the General Meeting not lodged by this time will be invalid. Please see
"Action to be taken" on page 20.
(2) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be the close of
business on the day which is 48 hours (excluding any part of a day that is not
a working day) before the date of such adjourned Meeting.
(3) To commence at 3.45 p.m. (or as soon as reasonably practicable
thereafter as the Court Meeting shall have been concluded or adjourned).
(4) These times and dates are indicative only and will depend on, among
other things, whether and when the Conditions are satisfied or (where
applicable) waived and the dates upon which the Court sanctions the Scheme and
a copy of the Court Order to sanction the Scheme is delivered to the Registrar
of Companies. If the expected date of the Court Hearing is changed, Lookers
will give adequate notice of the changes by issuing an announcement through a
Regulatory Information Service and by posting notice of these dates on the
following website: https://www.lookersplc.com (https://www.lookersplc.com)
(5) Subject to the satisfaction of certain regulatory conditions as set out
in Part III (Conditions to and Further Terms of the Scheme and the Offer) of
the Scheme Document.
(6) This date will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.
(7) This is the latest date by which the Scheme may become Effective unless
Lookers and Bidco agree, with the consent of the Panel and (if required) the
Court, a later date.
Shareholder helpline
If you have any questions about this announcement, the Court Meeting or the
General Meeting or how to complete the Forms of Proxy or to appoint a proxy
through the CREST electronic proxy appointment service or otherwise, please
contact Link Group on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Lines are open between 9.00 a.m.
to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
The helpline cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Terms defined in the Scheme Document have the same meanings in this
announcement.
Enquiries:
Lookers
Mark Raban, Chief Executive Officer via MHP
Oliver Laird, Chief Financial Officer
Numis Securities Limited (Joint financial adviser and corporate broker to +44 (0) 20 7260 1000
Lookers)
Stuart Dickson
Stuart Ord
Oliver Steele
Duncan Wilson
Peel Hunt LLP (Joint financial adviser and corporate broker to Lookers) +44 (0) 20 7418 8900
Adrian Trimmings
Michael Nicholson
Andrew Clark
Edward Lowe
MHP (Financial PR adviser to Lookers) + 44 (0) 7595 461231 /
+ 44 (0) 20 3128 8193
Lookers@mhpgroup.com
Tim Rowntree
Charles Hirst
Bidco
Kuldeep Billan, Director +1 (905) 619 4996
Jefferies International Limited (Financial adviser to the Wider AAG Group) +44 (0) 20 7029 8000
Philip Noblet
James Thomlinson
Thomas Bective
Jordan Cameron
BMO Capital Markets Limited
(Financial adviser to the Wider AAG Group)
Jeff Watchorn +44 (0) 20 7236 1010
Gary Mattan
Thomas Rider
Nick Macann
Hudson Sandler LLP (PR adviser to Bidco)
Alex Brennan +44 (0) 20 7796 4133
Mark Garraway GAHL@hudsonsandler.com
Eversheds Sutherland (International) LLP is retained as legal adviser to
Lookers. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as
legal adviser to the Wider AAG Group.
National Bank of Canada and Desjardins Capital Markets have been retained as
strategic advisors to AAG. Greenhill & Co. Canada Ltd. has been retained
as a strategic advisor to JerseyCo.
Important Notices Relating to Financial Advisers
Numis Securities Limited ("Numis"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Lookers and for no one
else in connection with the Offer and/or any other matter referred to in this
announcement and will not be responsible to anyone other than Lookers for
providing the protections afforded to its clients or for providing advice in
relation to the Offer, the contents of this announcement, or any other matters
referred to in this announcement. Neither Numis nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Numis
in connection with this announcement, any statement or other matter or
arrangement referred to herein or otherwise.
Peel Hunt, LLP ("Peel Hunt") which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for Lookers
and for no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than Lookers for
providing the protections afforded to clients of Peel Hunt, nor for providing
advice in relation to the matters referred to herein. Neither Peel Hunt nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel Hunt in
connection with the matters referred to in this announcement, or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for the Wider AAG Group and no one else in connection with the
matters set out in this announcement and will not regard any other person as
its client in relation to the matters in this document and will not be
responsible to anyone other than Wider AAG Group for providing the protections
afforded to clients of Jefferies nor for providing advice in relation to any
matter referred to in this announcement or any transaction or arrangement
referred to herein. Neither Jefferies nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this announcement,
any statement contained herein, any transaction or arrangement referred to
herein, or otherwise.
BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser for the Wider AAG Group and for no one else in connection
with the matters set out or referred to in this announcement and will not be
responsible to anyone other than the Wider AAG Group for providing the
protections offered to clients of BMO nor for providing advice in relation to
the matters set out or referred to in this announcement. Neither BMO nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BMO in connection
with this announcement, any matter or statement set out or referred to herein
or otherwise.
Important Notices
The release, publication or distribution of this announcement and/or the
documents referred to herein (in whole or in part) in jurisdictions other than
the United Kingdom may be restricted by law and therefore persons into whose
possession this announcement or the Scheme Document (and the accompanying
documents) come should inform themselves about, and observe, any applicable
legal and regulatory requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends to, forward
this announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
Lookers Shares at the Court Meeting and/or the General Meeting, or to execute
and deliver Form(s) of Proxy appointing another to vote their Lookers Shares
in respect of the Court Meeting and/or the General Meeting on their behalf,
may be affected by the laws of the relevant jurisdiction in which they are
located. Any failure to comply with any applicable requirements may constitute
a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility and liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders are contained in paragraph 12 of Part II of the Scheme Document.
This announcement, the Scheme Document and the accompanying documents are for
information purposes only and neither this announcement, the Scheme Document
nor the accompanying documents are intended to, and do not, constitute an
offer to sell or issue, or a solicitation of an offer to buy or subscribe for,
shares or other securities, or a solicitation of any vote or approval in any
jurisdiction in which such offer or solicitation is unlawful.
This announcement, the Scheme Document and the documents referred to herein
and in the Scheme Document have been prepared for the purposes of complying
with English law, the Listing Rules, the rules of the London Stock Exchange,
the Panel and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement, the Scheme
Document and the accompanying documents had been prepared in accordance with
the laws of any jurisdictions outside the United Kingdom. Nothing in this
announcement, the Scheme Document nor the accompanying documents should be
relied upon for any other reason.
No person has been authorised to make any representation(s) on behalf of
Lookers or Bidco concerning the Offer, the Scheme or any related matter which
are inconsistent with the statements contained in this announcement.
Lookers Shareholders should not construe anything contained in this
announcement or the documents referred to herein as legal, financial or tax
advice and should consult their own professional advisers for any such advice.
The statements contained herein are made as at the date of this announcement,
unless some other time is specified in relation to them, and release of this
announcement shall not give rise to any implication that there has been no
change in the facts set out herein since such date. Nothing contained herein
shall be deemed to be a forecast, projection or estimate of the future
financial performance of Lookers or Bidco except where otherwise stated.
Notice to Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into or by use of
the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and no person may vote in favour of the Offer by any
such use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded or distributed in, into or from a
Restricted Jurisdiction and persons receiving this document (including
custodians, nominees and trustees) must not distribute or send it in, into or
from a Restricted Jurisdiction. In the event that the Offer is implemented by
way of a Takeover Offer, at the election of Bidco, with the consent of the
Panel and extended into the US, Bidco will do so in satisfaction of the
procedural and filing requirements of the US securities laws (to the extent
applicable) at that time. The Offer relates to the shares of an English
company and it is proposed to be made by means of a scheme of arrangement
provided for under the laws of England and Wales.
A transaction effected by means of a scheme of arrangement is not subject to
the shareholder vote, proxy solicitation and tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which differ from the disclosure requirements and practices of US shareholder
vote, proxy solicitation and tender offer rules. Financial information in
relation to Lookers included in the relevant documentation has been prepared
in accordance with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies.
However, if Bidco were to elect to implement the Offer by means of a Takeover
Offer and determines to extend such Offer into the United States, such Offer
will be made in compliance with all applicable laws and regulations and would
be made in the United States by Bidco and no one else. In addition to any such
Takeover Offer, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, Lookers Shares outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made, they would be made outside the United
States in compliance with applicable law, including the US Exchange Act. Such
purchases or arrangements to purchase may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory Information Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com/) .
(http://www.londonstockexchange.com/)
The receipt of cash pursuant to the Offer by Scheme Shareholders in the United
States may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each such holder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Offer (including as to any
US information reporting and/or backup withholding obligations). Furthermore,
the payment and settlement procedure with respect to the Offer will be
consistent with UK practice, which differs from US domestic tender offer
procedures in certain material respects, particularly with regard to date of
payment of consideration.
It may be difficult for US holders of Lookers Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Lookers is
located in a non-US jurisdiction, and some or all of the Lookers Directors may
be residents of a non-US jurisdiction. US holders of Lookers Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved any offer, or passed comment upon the
adequacy or completeness of this document, and it is an offence in the United
States to claim otherwise.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this
document), oral statements made regarding the Offer, and other information
published by Bidco and/or Lookers contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and/or Lookers
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include
statements with respect to the expected effects of the Offer on Bidco and
Lookers, the expected timing and scope of the Offer, the financial condition,
results of operations and business of Lookers and certain plans and objectives
of Bidco with respect thereto and other statements other than historical
facts. Often, but not always, forward-looking statements can be identified by
the fact that they do not relate only to historical or current facts and may
use words such as "anticipate", "target", "expect", "estimate", "forecast",
"intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could" or other words of
similar meaning. These statements are based on assumptions and assessments
made by Lookers and/or Bidco in light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate. By their nature, forward-looking statements
involve known and unknown risk and uncertainty and other factors which may
cause actual results, performance or developments to differ materially from
those expressed in or implied by such, because they relate to events and
depend on circumstances that will occur in the future. Although Bidco and/or
Lookers believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this document. Neither Bidco nor Lookers assumes any obligation to
update or correct the information contained in this document (whether as a
result of new information, future events or otherwise), except as required by
applicable law.
There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. The factors that could cause actual results to
differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the Offer; the
ability to obtain any requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or dispositions; changes in general
and economic business conditions; changes in the behaviour of other market
participants; the anticipated benefits of the Offer not being realised as a
result of changes in general economic and market conditions in the markets and
jurisdictions in which Bidco and Lookers operate; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the
geographic and business areas in which Bidco and Lookers operate; and changes
in laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Bidco nor Lookers, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Lookers is under any obligation, and Bidco and Lookers expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this announcement or the documents referred to herein is
intended as a profit forecast or estimate for any period and no statement in
this document should be interpreted to mean that earnings or earnings per
share for Lookers and/or Bidco, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Lookers and/or Bidco, as appropriate.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Lookers Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Lookers may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
(http://www.thetakeoverpanel.org.uk/) including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Capitalised terms are defined in the Takeover Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to make a disclosure under Rule 8, you should consult the Panel.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this document will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on Lookers' website at
https://www.lookersplc.com/investors/recommended-proposed-offer/
(https://www.lookersplc.com/investors/recommended-proposed-offer/) and on
Bidco's website at https://globalautoholdings.com/
(https://globalautoholdings.com/) no later than 12.00 noon (London time) on 30
June 2023. Neither the contents of these websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated into, or
forms part of, this document.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this document and any information incorporated into it by reference to
another source in hard copy form. A person may also request that all future
documents, announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a copy of
this document in electronic form or via a website notification, a hard copy
of this document will not be sent unless so requested by contacting Lookers'
registrar, Link Group on +44 (0) 371 664 0321 or by submitting in writing to
Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to
ssdbeck@linkgroup.co.uk. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Lines are open between 9.00 a.m. to 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales. The helpline
cannot provide advice on the merits of the Offer nor give any financial,
legal or tax advice.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables or paragraphs may vary slightly and figures shown as totals
in certain tables or paragraphs may not be an arithmetic aggregation of the
figures that precede them.
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rns@lseg.com (mailto:rns@lseg.com)
or visit
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.
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